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Netjoy Holdings Limited — Proxy Solicitation & Information Statement 2024
Nov 22, 2024
50390_rns_2024-11-22_fb7758a3-8770-4d49-9866-7de2da82b642.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.
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(Stock Code: 902)
NOTICE OF 2024 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 first extraordinary general meeting (the “ Extraordinary General Meeting ” or “ General Meeting ”) of Huaneng Power International, Inc. (the “ Company ”) will be held at 9:00 a.m. on 12 December 2024 at Conference Room A102, the headquarters of the Company, Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing, the PRC for the purposes of considering and approving the following resolutions. Unless otherwise defined, capitalised terms used in this notice shall have the same meaning as those defined in the circular of the Company dated 22 November 2024.
ORDINARY RESOLUTIONS
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To consider and approve the proposal regarding appointment of the auditors of the Company for 2025 (Note 1) ;
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To consider and approve the proposal regarding the continuing connected transactions for 2025 between the Company and Huaneng Group (Note 2) ; and
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To consider and approve the proposal regarding the entering into of the Financial Services Agreement for years from 2025 to 2027 between the Company and China Huaneng Finance Corporation Limited (Note 3) .
By Order of the Board Huaneng Power International, Inc. Huang Chaoquan
Company Secretary
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As at the date of this notice, the directors of the Company are:
Wang Kui (Executive Director) Wang Zhijie (Executive Director) Huang Lixin (Executive Director) Du Daming (Non-executive Director) Zhou Yi (Non-executive Director) Li Lailong (Non-executive Director) Cao Xin (Non-executive Director) Li Haifeng (Non-executive Director) Ding Xuchun (Non-executive Director) Wang Jianfeng (Non-executive Director)
Xia Qing (Independent Non-executive Director) He Qiang (Independent Non-executive Director) Zhang Liying (Independent Non-executive Director) Zhang Shouwen (Independent Non-executive Director) Dang Ying (Independent Non-executive Director)
Beijing, the PRC 22 November 2024
Notes:
1. Please refer to the section headed VI. PROPOSED CHANGE OF AUDITORS of the Company’s circular dated 22 November 2024 for further details.
2. For further details regarding the Huaneng Group Framework Agreement entered into between the Company and Huaneng Group and the transactions contemplated thereunder (including the respective annual caps thereof), please refer to the section headed III. HUANENG GROUP FRAMEWORK AGREEMENT set out in the Company’s circular dated 22 November 2024.
3. For further details regarding the Financial Services Agreement entered into between the Company and China Huaneng Finance Corporation Limited and the transactions contemplated thereunder (including the respective annual caps/the maximum daily balances thereof), please refer to the section headed IV. HUANENG FINANCE FRAMEWORK AGREEMENT set out in the Company’s circular dated 22 November 2024.
4. Proxy
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(1) A member eligible to attend and vote at the Extraordinary General Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder.
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(2) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.
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(3) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the Company and, in the case of holders of H Shares, to Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for holding the Extraordinary General Meeting.
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(4) If more than one proxy is appointed by one shareholder, such proxies shall only exercise the right to vote by poll.
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(5) The resolutions set out in this notice will be voted by poll.
5. Registration procedures for attending the Extraordinary General Meeting
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(1) A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Extraordinary General Meeting by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such person(s) to attend the meeting.
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(2) Shareholders may send the above-mentioned documents to the Company in person, by post or by fax.
6. Registration Matters for H Shareholders
In order to determine the shareholders of H shares who will be entitled to attend the Extraordinary General Meeting, the Company will suspend registration of transfer of H shares from 9 December 2024 to 12 December 2024 (both days inclusive).
In order to qualify to attend and vote at the Extraordinary General Meeting, non-registered share holders of H shares of the Company whose transfer documents have not been registered must deposit the transfer documents accompanied by relevant share certificates to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 6 December 2024. Shareholders of H shares whose names are recorded in the register of members of the Company on 9 December 2024 are entitled to attend the Extraordinary General Meeting.
7. Other Businesses
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(1) Shareholders and their proxies who attend the meeting shall bear their own accommodation and travelling expenses.
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(2) The address of the Share Registrar for H Shares of the Company, Computershare Hong Kong Investor Services Limited, is set out as follows:
Shops 1712-1716, 17/F, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
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(3) Correspondence address of the Company:
Capital Market Department of Huaneng Power International, Inc. Huaneng Building, 6 Fuxingmennei Street, Xicheng District, Beijing 100031, The People’s Republic of China
(4) Contact: Hu Boxuan/Xie Meixin Telephone No: (+86)10-6322 6557/(+86)10-6322 6590 Email address: [email protected]/[email protected]
- (5) Time and dates in this notice are Hong Kong time and dates.
8. Special Notice
All shareholders attending the Extraordinary General Meeting are required to produce their identity and shareholder account cards. Proxies appointed by an individual shareholder is also required to produce the proxy forms and their identity cards for registration purpose. A copy of power of attorney is also required in case of proxy appointed by a corporate shareholder. Shareholders who cannot register physically due to their location may do so by mail or fax. Registration is not a prerequisite for a shareholder to attend the Extraordinary General Meeting in accordance with the law.
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